The Professional Services Contract is a crucial legal document used in the Philippines when engaging independent professionals or professional service firms to provide specialized services to organizations. This agreement is essential for businesses and organizations operating under Philippine law who need to formalize relationships with external professional service providers while clearly distinguishing these arrangements from employment relationships. The contract addresses key aspects such as service scope, payment terms, professional obligations, and compliance with Philippine regulations including the Civil Code, Labor Code, and relevant professional body requirements. It's particularly important for ensuring clear deliverables, protecting intellectual property rights, maintaining confidentiality, and establishing proper liability frameworks while complying with local tax and regulatory requirements.
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1. Parties: Identifies the service provider and client, including their complete legal names, addresses, and tax identification numbers
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Detailed description of the professional services to be provided
5. Term and Timelines: Duration of the agreement and key delivery dates
6. Fees and Payment Terms: Compensation, payment schedule, and invoicing requirements
7. Rights and Obligations: Key responsibilities and obligations of both parties
8. Independent Contractor Relationship: Clearly establishes the nature of the relationship as independent contractor rather than employment
9. Intellectual Property Rights: Ownership and rights to work products and pre-existing IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Warranties and Representations: Professional qualifications, compliance with laws, and service quality guarantees
12. Limitation of Liability: Caps on liability and exclusions of certain types of damages
13. Termination: Grounds and procedures for ending the agreement
14. Governing Law and Jurisdiction: Specifies Philippine law as governing law and defines jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Data Privacy and Protection: Required when services involve processing personal data under the Data Privacy Act
2. Non-Compete: Restrictions on competing activities, if relevant to the service relationship
3. Non-Solicitation: Prevents solicitation of employees or clients, if relevant to the business relationship
4. Insurance Requirements: Professional liability insurance obligations, if required for the services
5. Force Majeure: Addresses unforeseeable circumstances preventing performance
6. Dispute Resolution: Alternative dispute resolution procedures, if parties prefer mediation or arbitration
7. Compliance with Professional Regulations: Required when services are regulated by professional bodies
8. Foreign Exchange Compliance: Required when payments involve foreign currency transactions
9. Anti-Corruption Compliance: Required for high-value contracts or government-related services
1. Schedule A - Scope of Services: Detailed breakdown of services, deliverables, and technical specifications
2. Schedule B - Fee Schedule: Detailed pricing, payment milestones, and rate cards
3. Schedule C - Service Levels: Performance metrics, quality standards, and response times
4. Schedule D - Key Personnel: List of key professionals assigned to provide the services
5. Schedule E - Client Materials and Resources: Resources and assistance to be provided by the client
6. Appendix 1 - Required Certifications: Copies of professional licenses and certifications
7. Appendix 2 - Insurance Certificates: Proof of required insurance coverage
8. Appendix 3 - Project Timeline: Detailed project schedule and milestones
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Management Consulting
Financial Services
Healthcare
Engineering
Architecture
Legal Services
Accounting
Marketing and Advertising
Education and Training
Research and Development
Environmental Services
Human Resources
Real Estate
Relevant Teams
Legal
Procurement
Finance
Human Resources
Operations
Compliance
Risk Management
Project Management Office
Administration
Corporate Services
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Procurement Manager
Project Manager
Human Resources Director
Operations Manager
Contract Administrator
Risk Manager
Compliance Officer
Department Head
Business Unit Director
Finance Manager
Corporate Secretary
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